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Ordinance No. 13,818ORDINANCE NO. 13,818 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO THE AGREEMENT FOR FIRE TRAINING FACILITY DEBT SERVICE WITH THE BAYTOWN FIRE CONTROL, PREVENTION, AND EMERGENCY MEDICAL SERVICES DISTRICT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************************************** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes the Mayor to execute and the City Clerk to attest to the Agreement for Fire Training Facility Debt Service with the Baytown Fire Control, Prevention, and Emergency Medical Services District. A copy of said amendment is attached hereto as Exhibit "A," and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the a City of Baytown this the 26th day of July, 2018. ATTEST: .z L TICIA BRYSCH, City Jerk APPROVED AS TO FORM: I NACIO RAMIREZ, SR., ity Attorney RAKaren\Files'.City Councit0rdinances\2018Vuly 26\FCPEMSDAgreement4DebtService.doc Opp Ooh-a��QoOa�� V e0 e n y0 p o e Exhibit "A" AGREEMENT FOR FIRE TRAINING FACILITY DEBT SERVICE STATE OF TEXAS COUNTY OF HARRIS This Agreement for Fire Training Facility Debt Service (the "Agreement") is made by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City") and the BAYTOWN FIRE CONTROL, PREVENTION, AND EMERGENCY MEDICAL SERVICES DISTRICT, a fire control, prevention, and emergency medical services district created under Chapter 344 of the Texas Local Government Code, as amended, (the "Act") and located in Harris and Chambers Counties, Texas, (the "District"). For and in consideration of the mutual covenants herein contained, it is agreed as follows: Section 1. Representations and Warranties of District. a) The District is engaged in an ongoing effort to provide new resources to finance programs of the District consistent with Section 344.151 of the Act. b) The District covenants that it shall actively work to productively coordinate its activities with the City in an effort to reduce duplication of services. C) The District represents and warrants that it has been properly created and is duly authorized pursuant to the Act to enter into this Agreement. Section 2. Description of Program. The City, with the assistance of the District as herein specified, agrees: a) to issue its Certificate of Obligation, Series 2018 (the "Certificates") in the maximum aggregate principal amount not to exceed EIGHT MILLION AND NO/100 DOLLARS ($8,000,000) for (i) the construction of improvements to and the equipment of fire control, prevention and emergency medical services programs, including the City's fire training facility; and (ii) costs of professional services incurred in connection therewith (the "Project"); and b) to enter into and administer all contracts associated with the construction of improvements to the fire training facility and related equipment funded by the Certificates. The City will provide the District with a schedule of the principal and interest payments due on the Certificates issued for the Project upon the pricing of the Certificates. Upon delivery of such schedule to the District, the schedule shall be considered incorporated into this Agreement. Upon the issuance of any bonds refunding the Certificates, the City will provide the District with a revised schedule of principal and interest payments, which likewise will be incorporated into this Agreement. Agreement for Fire Training Facility Debt Service , Page 1 Exhibit "A" Section 3. Program Reports. The City shall prepare and submit to the District within thirty (30) days after the end of each fiscal year during the term of this Agreement a verbal or brief written report describing the services performed by the City pursuant to this contract during the previous year along with a summary of expenditures for the previous fiscal year. Section 4. Funds to be provided by the District. For and in consideration of the services to be provided by the City in furtherance of the District's programs listed in Section 2, the District shall provide the funds to the City in amounts sufficient to pay the debt service on the Certificates as and when it becomes due, which Certificates shall mature over a period not to exceed fifteen (15) years from the date of issuance. Such principal and interest payments will be paid to the City at least fifteen (15) days before the City's payment is due. Expenditures will be budgeted on an annual basis. Unless otherwise provided, all payments required to be made herein shall be payable on or before thirty (30) days after the District receives the sales and use tax levied pursuant to the provisions of the Act from the State comptroller. The City understands and agrees that the District's obligation for payment under this Agreement shall at no time exceed the amount of sales and use tax revenue received by the District. If adequate funds are not received, the District shall have the obligation to pay the revenues actually received and the City shall be obligated to expend only to the extent that such revenues cover the programs enumerated hereinabove. Section 5. Term. This Agreement shall be effective for a period commencing on the date executed by the City Manager and expiring once the payment obligations of the District have been satisfied in full, unless sooner terminated by either party hereto pursuant to the terms hereof or unless the District is dissolved prior to such time. Section 6. Termination for Cause. A party may terminate its performance under this contract only upon default by the other party. Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of this Agreement required to be performed or observed by that party. Should such a default occur, the party against whom the default has occurred shall have the right to terminate all or part of its obligations under this contract as of the 30'h day following the receipt by the defaulting party of a notice describing such default and intended termination, provided: (1) such termination shall be ineffective if within said 30 -day period the defaulting party cures the default, or (2) such termination may be stayed, at the sole option of the party against whom the default has occurred, pending cure of the default. Agreement for Fire Training Facility Debt Service .Page 2 Exhibit "A" Upon the termination of this Agreement, both parties shall be relieved of their respective obligations herein stated. This Agreement shall not be subject to termination for convenience. Section 7. Force Majeure. Any prevention, delay, nonperformance, or stoppage due to any of the following causes shall excuse nonperformance for the period of any such prevention, delay, nonperformance, or stoppage, except the obligations imposed by this Agreement for the payment of funds allocated for the District's programs. The causes referred to above are strikes, lockouts, labor disputes, failure of power, acts of God, acts of public enemies of this State or of the United States, riots, insurrections, civil commotion, inability to obtain labor or materials or reasonable substitutes for either, governmental restrictions or regulations or controls, casualties or other causes beyond the reasonable control of the party obligated to perform. Section 8. Refund and Payment upon Termination. Upon termination of this Agreement pursuant to Section 6 hereof due to an uncured default by the City, the City hereby agrees to refund all unexpended, unappropriated monies previously paid by the District to the City pursuant to this Agreement. If at the time of termination the District owes the City monies, the District shall remit to the City the appropriate amount computed as of the effective date of the termination. Section 9. Parties in Interest. This contract shall bind and benefit the City and the District and shall not bestow any rights upon any third parties. Section 10. Non -waiver. Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce, by an appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 11. Compliance with Applicable Laws. The parties hereto shall comply with all rules, regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended. Agreement for Fire Training Facility Debt Service ,Page 3 Exhibit "A" Section 12. Choice of Law; Venue. This contract is subject to and shall be construed in accordance with the laws of the State of Texas, the laws of the federal government of the United States of America and all rules and regulations of any regulatory body or officer having jurisdiction. This contract is performable in Harris County, Texas. Section 13. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the respective other party at the address described below or at such other address as the receiving party may have theretofore prescribed by notice to the sending party: District Baytown Fire Control, Prevention, and Emergency Medical Services District Attn: President, Board of Directors P.O. Box 424 Baytown, Texas 77522-0424 Fax: (281) 420-6586 Ci City of Baytown Attn: City Manager P.O. Box 424 Baytown, Texas 77522-0424 Fax: (281) 420-6586 Section 14. Audits. The City and the District may, at any reasonable time, conduct or cause to be conducted an audit of the other party's records and financial transactions. The cost of said audit will be borne by the entity requesting the audit. The City and the District shall make available all of its records in support of the audit. Section 15. Ambiguities. In the event of any ambiguity in any of the terms of this contract, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Agreement for Fire Training Facility Debt Service, Page 4 Exhibit "A" Section 16. Captions. The captions of the sections and subsections, if any, of this Agreement are for convenience and ease of reference only and do not define, limit, augment or describe the scope, content or intent of this Agreement or of any part or parts of this Agreement. Section 17. Entire Agreement. This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. Any oral representations or modifications concerning this instrument are of no force or effect excepting a subsequent modification in writing signed by all the parties hereto. Section 18. Assignment or Transfer of Rights or Obligations. The City shall not sell, assign, or transfer any of its rights or obligations under this Agreement in whole or in part without prior written consent of the District. Section 19. Severability. All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. Section 20. Authority. The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS WHEREOF, the parties have made and executed this contract in multiple copies, each of which shall be an original. CITY OF BAYTOWN STEPHEN H. DONCARLOS, Mayor ATTEST: LETICIA BRYSCH, City Clerk BAYTOWN FIRE CONTROL, PREVENTION AND EMERGENCY MEDICAL SERVICES DISTRICT BRENDA BRADLEY SMITH, President ATTEST: LETICIA BRYSCH, Secretary '�cobfs0l%legallkamn\files\city councilViire control, prevention and emergency medical services districflcontracts\2018\agreement4firetrainingfacilitydebtservice doe Agreement for Fire TrainingFacility Debt Service , Page 5